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1 ANNEX 4 - SINGLE TENDER DOCUMENTATION REQUEST FOR QUOTATION, INVITATION TO TENDER, CONTRACT FOR THE PROCUREMENT OF GOODS, SERVICES AND CONSTRUCTION, FOR THE PANAMA CANAL AUTHORITY MINIMUM WAGE. For those services and works contracts signed by the Authority, which are executed in Panama Canal Authority facilities in the Canal area, Contractors must pay their employees the minimum hourly wage applicable. It is understood as minimum wage per hour applicable that corresponds to the highest between the minimum wage that has been established for the sector or item applicable by Executive Decree that sets the minimum wage rates throughout the national territory and the minimum wage established in B/.2.90 per hour in accordance with Executive Decree No. 3 of March 4, DUTIES, TAXES, RIGHTS, FEES, CHARGES OR CONTRIBUTIONS FROM THE COUNTRY OF ORIGIN. The tenderer or Contractor certifies with the tender submittal that the proposed price includes all duties, taxes, rights, fees, charges or contributions, of a national, government or municipal nature applicable from the country of origin and the Republic of Panama. By virtue of this certification no claim applies WITHHOLDING TAX APPLICABLE TO CONTRACTORS DOMICILED OUTSIDE THE REPUBLIC OF PANAMA. 1. Panama Canal Authority (ACP) Contractors domiciled outside the Republic of Panama, under contracts for rendering services whether totally or partially performed in Panama shall pay income tax to the National Treasury of Panama. Whenever the Contractor is a natural person domiciled outside Panamanian territory, such Contractor shall pay educational security tax also. 2. Taxes will be paid through withholdings from the remittance of money made by the Panama Canal Authority pursuant to the Panamanian Fiscal Code. 3. For supply and services contracts performed totally or partially in Panama, the income tax shall be applied to the total amount of the part of the Contract which relates to the services performed in Panama. 4. The income tax rate applicable to legal persons that perform all or part of its contracts in Panama shall be 12.5% of the portion of the remittance of money corresponding to the part 1 Modified by Article 1 of Resolution No. ACP-AD-RM13-41 (August 29, 2013), effective September 10, Modified by Article 2 of Resolution No. ACP-AD-RM (February 16, 2018), effective February 20, Modified by Article 1 of Resolution No. ACP-AD-RM13-41 (August 29, 2013), effective September 10, Modified by Article 1 of Resolution No. ACP-AD-RM05-28 (July 1, 2005), effective July 1, Modified by Article 1 of Resolution No. ACP-AD-RM10-99 (May 18, 2010), effective 1 June Modified by Article 1 of Resolution No. ACP-AD-RM11-57 (Dec. 9, 2011), effective: (the day after date of publication Dec. 16, 2011), Dec. 17, Modified by Article 2 of Resolution No. ACP-AD-RM13-41 (August 29, 2013), effective September 10, Page 1 of 81

2 performed by the Contractor in the territory of the Republic of Panama. 5. The income tax rate applicable to natural persons who perform all or part of their contract in the Panamanian territory shall be calculated over 50% of the portion of the remittance of money corresponding to the part performed by the Contractor in the territory of the Republic of Panama, as indicated in the chart below. The 2.75% educational security tax shall continue to be withheld from the portion of the remittance of money corresponding to the part performed by the Contractor in the territory of the Republic of Panama. When the income subject to tax is: Up to 11,000 0 Over B/.11,000 up to B/.50,000 Over B/.50,000 Page 2 of 81 The income tax rate shall be: 15% of the exceeding amount of B/.11,000 up to B/.50,000 B/.5,850 for the first B/.50,000 and 25% over the exceeding amount of B/.50, To calculate the income withholding tax for each contract, the ACP shall take into account the total amount of the contracts that the ACP has paid to the Contractor involved, within the January 1 through December 31 fiscal period. 7. Contractors who are natural persons domiciled outside Panama, who receive payments by remittance of money to their country, income tax will be withheld only when such persons within the same fiscal period receive contract payments for contracts performed all or in part in the territory of the Republic of Panama in excess of B/.22, The income tax rate to be applied to natural persons domiciled outside the country who perform the contract within Panamanian territory and are paid in the territory of the Republic of Panama, shall be 15% of the contract amount; and 2.75% of educational security tax shall also be whithheld from the contract amount. 9. No income tax shall be withheld when a natural or legal person domiciled outside the Republic of Panama, who has performed either total or part of the services contract within Panamanian territory, has registered as Income tax payer before the National Revenue Directorate of the Republic of Panama. In such cases, the Contractor shall submit original and duplicate copies of valid national and social security tax clearance certificates along with the invoice for the pertinent payment. Originals shall be returned to the Contractors once compared with

3 the duplicates. Submittal of these certificates is a requirement for initiating the payment process under Article 170 of the Panama Canal Authority Acquisition regulation. 10. Pursuant to the provisions of the Fiscal Code of the Republic of Panama, foreign individuals who remain in the national territory for more than 183 consecutive or alternate days in the same fiscal year, which goes from January 1 to December 31, who receive or accrue income subject to income tax in the Republic of Panama, are under the obligation to submit their income tax statement to the National Revenue Authority of the Republic of Panama, on all Panamanian-sourced income received in that year and pay the corresponding taxes DOUBLE TAXATION AGREEMENTS Contractors domiciled outside the Republic of Panama, who wish to apply for benefits under a double taxation treaty or international agreement that the Republic of Panama is a signatory, should follow t h e s t e p s a n d p r o c e d u r e s stipulated by the National Revenue Directorate of the Republic of Panama (DGI) and must comply with the requirements set forth by the entity requires pursuant to the provisions of Article 762-Ñ of the Tax Code. In order for the taxes paid through withholdings by ACP to be according to one of these treaties or agreements, the Contractor must provide the ACP with proof of compliance with DGI s requirements for this purpose. With regard to the proceedings before the DGI for the application of such treaties or agreements to avoid double taxation, the Panama Canal Authority will only issue certificates or documentation specifically required for each procedure under the applicable regulations on the subject, likewise reserving the right to require the Contractor to present of the necessary documentation, which in ACP s opinion, supports that he is entitled to such benefits." REQUIREMENT FOR CERTIFICATES OF NATIONAL TAX AND SOCIAL SECURITY CLEARANCES FOR CONTRACTORS DOMICILED IN THE REPUBLIC OF PANAMA. 4 Derogated by Article 3 of Resolution No. ACP-RM05-17 (12 April 2005), effective April 15, TAX WITHHOLDINGS FROM CONTRACTORS DOMICILED OUTSIDE THE REPUBLIC OF PANAMA (For Construction and Services Contracts over B/.10, ). Modified by Article 3 of Resolution No. ACP-AD-RM13-41 (August 29, 2013), effective September 10, Modified by Article 6 of Resolution No. ACP-AD-RM03-26 (June 25, 2003), effective July 7, Page 3 of 81

4 Contractors, whether individuals, organizations or corporations, domiciled in the Republic of Panama shall submit an original and a copy of valid national tax clearance and the Social Security clearance certificates at the time the invoice is submitted for payment. Submittal of the certificates is a requirement to start the payment process, pursuant to Article 170 of the Panama Canal Authority Acquisition Regulation. Purchase orders and contracts not exceeding U.S. $ shall be exempted from this requirement IMPORT DUTIES AND SALES TAX EXEMPTIONS. 1. By virtue of Article 43 of the Panama Canal Authority Organic Law, all the goods covered by the Contract, that are consigned to the ACP, and identified as such in the Contract, and services are exempt from payment of any national or municipal levies, taxes, duties, fees, charges, or contributions. 2. The Contractor shall be responsible for processing and filing the Simplified Customs document as part of the delivery of consigned goods covered by the Contract. 3. The Authority will prepare the corresponding customs clearance documents. 4. When the goods are not accepted, the Contractor shall be responsible for the withdrawal of goods not accepted and for the corresponding customs processing; consequently, if in sixty days upon the non-acceptance notification, the contract fails to withdraw the goods from Panama Canal Authority premises, with the corresponding customs documents, the Authority may dispose of the goods in any manner, without precluding the use, sale, donation or destruction of same, without recourse from the Contractor. 5. Noncompliance with the requirements herein established may delay the delivery of e goods and payments to the Contractor for causes not attributable to the Autoridad del Canal de Panamá. 6. According to the delivery terms, the Contractor is responsible for the following: a) Terms of Delivery DAP Panama (goods consigned to the ACP coming from foreign countries or from free zones): 1. Goods. Pack, mark and accompany the goods with copy of the shipping documents, packing lists, certified copy of the invoice of origin and copy of the contract. 2. Document submittal. Deliver to the Panama Canal Exonerations Office, the original of the invoice of origin 6 Modified by Article 54 of Resolution No. ACP-AD-RM08-11 (April 27, 2008), effective May 18, Modified by Article 11 of Resolution No. ACP-AD-RM09-03 (Feb. 9, 2009), effective March 11, Modified by Article 2 of Resolution No. ACP-AD-RM11-52 (Sep 29, 2011), effective October 19, Page 4 of 81

5 the original of the invoice of origin, copy of the order or contract and the original shipping documents. 3. Simplified Customs Document. Obtain at the Panama Canal Authority, Exonerations Office, and the Simplified Customs document to withdraw the goods at the customs area. 4. Withdrawal and delivery of the goods. Submit the Simplified Customs document in original and copy along with the original shipping documents and the original of the invoice of origin at the corresponding customs area, transport and deliver the goods as described in the purchase order or Contract. 5. Submission of the complete invoice. See paragraph 7 of this clause. b) Other Terms of Delivery (goods consigned to the ACP originating in foreign countries or free zones): 1. Goods. Pack, identify, and accompany the goods with a copy of the purchase order or contract and the original invoice of origin. 2. Submission of the complete invoice. See paragraph 7 of this clause. c) Goods originating from the local market with Terms of Delivery DAP Panama: 1. Goods: Pack, mark and accompany the goods with a copy of the purchase order or contract. 2. Submission of the complete invoice. See paragraph 7 of this clause. 7. Submission of complete invoice. In order to start the payment process following the delivery of the goods or services, the interested party shall submit the corresponding documentation, as the case may be, as follows: a) Term of Delivery DAP Panama. 1. If the interested party is domiciled in the Republic of Panama: it shall submit to the Contracting Officer or his designee the original of the sales invoice, accompanied with the originals and copies of the national tax clearance and the Social Security clearance certificates, The originals of these certificates will be returned, once they are compared to the copies. In addition, it shall submit at the Panama Canal Exonerations Office the Simplified Customs document, dully stamped by the National Customs Directorate, the original of the invoice of origin and the shipping documents so the ACP may process the customs clearance. 2. If the interested party is not domiciled in the Republic of Panama: it shall submit to the Contracting Officer or his designee the original of the sale invoice. In addition, it shall submit at the Panama Canal Exonerations Office, the Simplified Customs document, dully stamped by the National Customs Directorate, as well as the original of the invoice of origin and Page 5 of 81

6 the shipping documents so the ACP may process the customs clearance. b) Other Terms of Delivery. 1. If the interested party is domiciled in the Republic of Panama: it shall submit to the Contracting Officer or his designee the original of the sales invoice, accompanied with the originals and copies of the national tax clearance and the Social Security clearance certificates. The originals of these certificates will be returned, once they are compared to the copies. 2. If the interested party is not domiciled in the Republic of Panama: it shall submit to the Contracting Officer or his designee a certified copy of the sales invoice OFFICIAL LANGUAGE: The proposals, correspondence, and documents required by the purchase order or contract, shall be submitted in Spanish, or in the language indicated in the request for proposal. Notwithstanding the foregoing, when the language of the Request for Proposal is in Spanish, the descriptive commercial literature requested as part of the proposal or contract, which may be submitted in English or in the authorized language. Once the contract is awarded, all correspondence and communications between the Contracting Officer and the Contractor will be in Spanish, except for those cases in which it has been expressly indicated that they will be in another language. The resolutions issued by the Contracting Officer under the administrative dispute resolution process set out in Clause , will always be issued in Spanish, regardless of the language in which the request for proposal has been issued and/or the language in which the request for proposal establishing communications between the Contracting Officer and the Contractor should be carried out OFFICE HOURS: The office hours for the contracting system shall be from 8:00 a.m. to 3:30 p.m., Monday through Friday during business days observed by the Panama Canal Authority FOR MICRO-PURCHASES UP TO B/. 1, The following articles of the Panama Canal Authority Acquisition Regulation 7 Modified by Article 5 of Resolution No. ACP-AD-RM15-23 (August 31, 2015), effective September 7, Modified by Article 33 of Resolution No. ACP-AD-RM06-06 (February 10, 2006), effective February 25, Page 6 of 81

7 shall be applicable: 10, 11, 12, 17, 18, 19, 33, 44, 45, 46, 47, 50, 64, 66, 67, 68, 69, 76, 77, 78, 82, 83, 84, 85, 90, 91, 92, 93, 94, 95, 96, 97, 98, 99, 100, 101, 102, 123, 124, 125, 126, 127, 130, 131, 132, 133, 134, 135, 136, 137, 138, 139, 140, 144, 145, 147, 148, 149, 150, 151, 152, 153, 154, 155, 156, 158, 161, 162, 164, 165, 166, 169, 170, 171, 172, 175, 176, 187, 214, 217, 218, 219, 220, 221, 222, 223, 225, and 226, which may be found on the Internet at: FOR CONTRACTS OVER B/. 1, All the articles of the Panama Canal Authority Acquisition Regulation are applicable, specifically Articles 10, 11, 12, 17,18, 19, 42, 44, 45, 46, 47, 48, 49, 61, 64, 66, 67, 68, 69, 71, 73, 74, 75,76, 77, 78, 81, 82, 83, 84, 85, 86, 87, 90, 91, 92, 93, 94, 95, 96, 97, 98,99, 100, 101, 102, 123, 124, 125, 126, 127, 130, 131, 132, 133, 134,135, 136, 137, 138, 139, 140, 144, 145, 147, 148, 149, 150, 151, 152, 153, 154, 155, 156, 158, 161, 162, 164, 165, 166, 167, 169, 170, 171,172, 175, 176, 187, 214, 217, 218, 219, 220, 221, 222, 223, 225, 226, and 226 a.; which may be accessed on the Internet at: CONTRACT INTERPRETATION. Contracts entered into by the Authority are subject to the provisions of the Panama Canal Authority Acquisition Regulation, as well as to the terms and conditions the Contract. The interpretation of the provisions of the Acquisition Regulation and of this Contract shall always recognize the fundamental purpose of the legal functions bestowed upon the Authority, and abide by the principle of equity in its relationship with the Contractors CONTRACTING OFFICER S REPRESENTATIVES (COR). The Contracting Officer may designate, Contracting Officer s representatives for the technical, financial or general administration of the contract ADMINISTRATIVE PROCEDURES FOR CLAIMS 1. Claim as used in this contract means a written request by the Contractor to the Authority indicating as a matter of right, the payment of certain amount of money, the adjustment or interpretation 9 Modified by Article 34 of Resolution No. ACP-AD-RM06-06 (February 10, 2006), effective February 25, Modified by Article 35 of Resolution No. ACP-AD-RM06-06 (February 10, 2006), effective February 25, Modified by Article 55 of Resolution No. ACP-AD-RM08-11 (April 18, 2018 effective May 18,2008) Page 7 of 81

8 of contract terms, or other relief related to the contract. The request shall include the claimed amount certain that can be updated as costs continue to be accrued in the performance of the contract, the contractual clauses on which the claim is based and all evidence necessary to support the claim. 2. The Contractor shall file any claim in writing to the Contracting Officer, as soon as he considers that there is a basis for such claim, but in any case, such claim shall be submitted within 90 calendar days from the date on which the fact that motivates the claim occurred. 3. The submission of a claim shall contain, as a minimum: the contract number, all the details and basis of the claim, including the support of the reasons why the Contractor considers that the claim is attributable to the Panama Canal Authority, the certain and definitive amount of the claim, which could be adjusted if the claimed expenses continue to accrue in the performance of the contract, the contractual clauses and regulations on which it is based, all the evidence that supports it and a declaration that shall state that the claim is made in good faith, that the supporting data are accurate and complete, that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Panama Canal Authority is liable. The submission of a claim that does not contain, at least, the elements previously established, will give rise to the return of the request for claim and the request thus returned shall not suspend the time period for the presentation of the claim. 4. Within the period of sixty (60) calendar days after receipt of any claim, the Contracting Officer shall render a resolution disposing the claim. The resolution shall include the amount certain and the rationale for amount s of money claimed accepted and rejected and shall resolve claims of contract interpretation or other relief. 5. The contracting officer s resolution is only subject to the administrative recourse of appeal to the Projects and Contracts Administration Division. The appeal shall be submitted to the Projects and Contracts Administration Division, within five (5) work days of notification of the Contracting Officer s resolution to Contractor by faxing a copy of the corresponding Contracting Officer s resolution, and shall include any new evidence that the appellant pretends to introduce at the second stage. For the appeal to be admitted, it shall be timely submitted. 6. The Executive Manager of the Purchasing, Warehousing and Inventories Division, shall notify, in writing by fax or , the appellant of the admission or rejection of the appeal. The appeal decision shall be rendered by the Projects and Contracts Administration Division, not later than thirty (30) calendar days beginning on the date in which the respective appeal was admitted. Copy of the resolution will be sent to the appellant by fax or . Page 8 of 81

9 7. Claims presented to the Contractor by the Panama Canal Authority shall be rendered by a Contracting Officer s resolution; the claims shall be notified to the Contractor by sending a copy of the resolution by fax or , and shall be subject to the administrative appeal recourse established in the preceding paragraphs. The period for submission the appeal to Panama Canal Authority claim resolution shall be five (5) work days beginning on date of the notification to the Contractor. These claims will be documented as contract modifications, for bookkeeping purposes. 8. The resolution of the appeal by the Projects and Contracts Administration Division exhausts the administrative proceeding. 9. As an exception and when deemed in the best interest of the Panama Canal Authority, the contracting officer may include expressly in the contract or in the tender documentation, an arbitration clause as means for the resolution of all disputes or claims under the contract in the interpretation, execution or termination of the present contract. In case the Contracting Officer decides to include such clause, the text shall be: Exhausted the administrative proceeding, detailed in this clause, the Contractor may present, within 60 calendar days following the date in which the administrative proceeding was exhausted, a request for arbitration for the same claim that was examined in the administrative proceeding. The arbitration shall be in law and the contract shall indicate the corresponding arbitral tribunal DELAYS IN THE COMMENCEMENT OF CONTRACT PERFORMANCE. 1. When the Contractor cannot commence performance of the contract for causes attributable to the Authority, and the Contractor concomitantly, the Contractor shall have the right only to an extension in the contract performance or delivery term for a period not less than those of the delays. 2. When the Contractor cannot commence performance of the contract for causes attributable to the Authority: a) The Contractor shall have the right to be reimbursed for the direct costs that necessarily and reasonably have been incurred during the proven delay period. b) The Contractor may also be compensated for his administrative expenses, up to a maximum of ten percent (10%) of the direct costs that have been recognized by the Authority as being related to the period of delay; the Authority shall not compensate additional administrative expenses for any other circumstances nor use any other means to estimate this expense. 11 Modified by Article 9 of Resolution No. ACP-AD-RM03-26 (June 25, 2003), effective July 7, Page 9 of 81

10 c) Profits shall not be paid on expenses related to delays. d) The Contractor shall have the right to an extension of the contract performance time, for a period not less than the delay. e) The compensations and / or payments and the extensions of time that arise, by virtue of the provisions of this clause, will be modified through amendments to the contract SUSPENSION OR INTERRUPTION OF CONTRACT PERFORMANCE 1. The Contracting Officer may order the total or partial suspension or interruption of the performance of the contract for the period deemed appropriate and convenient to the interests of the Authority. 2. When the Contracting Officer suspends the performance of the contract for reasons attributable to the Authority, the Contractor shall be entitled to be reimbursed, as compensation, for all direct costs that necessarily and reasonably have been incurred during the period beginning on the suspension of the performance of the Contract up to its resumption. 3. The Contractor may also be compensated for its administrative expenses, up to a maximum of ten percent (10%) of the direct costs that may have been recognized by the Authority as being related to the suspension period. 4. The Authority shall not compensate additional administrative expenses for any other circumstance nor use any other method to estimate these expenses. 5. Profits shall not be paid on expenses related to the suspension period. 6. The Contractor is entitled to receive a time extension for performance of the Contract, for a period of time not less than that of the suspension. 7. The compensations and / or payments and the extensions of time that arise, under the provisions of this clause, will be documented through modifications to the contract. 8. The Authority shall not recognize any compensation in the price or time of the contract if the suspension or interruption was due to causes attributable to the Contractor, or if it is shown that the suspension or interruption has not affected the performance of the Contract or work. 9. When the interruption in the performance of the contract is due to causes attributable to the Authority and the Contractor concomitantly, the Contractor shall only have the right to a time extension in the performance of the contract for a period equal to the concomitant delays. 12 Modified by article ten of Resolution No. ACP-AD-RM03-26 (June 25, 2003), effective July 7, Page 10 of 79

11 RENEWAL. (For contracts with renewal clauses.) 1. The renewal of a Contract is a unilateral right of the Authority, by which it may, if it so elects, acquire additional goods and services within the established time limit, or renew the period of the Contract for the periods stipulated in it. 2. When renewal options or additional optional acquisition items are included and identified in the Contract, the Authority may exercise its right to acquire these goods and services or to renew the Contract or to acquire additional items within the term and the prices established in the Contract, after notifying the Contractor, prior to expiration of: (a) the period of time established in the Contract for ordering additional goods and services subject to renewal, or (b) the contract. The Contracting Officer shall amend the Contract to reflect the exercise of this right. 3. Prior to exercising the renewal, the Contracting Officer shall perform a market analysis to insure that the exercise of the renewal is the best alternative and benefits the Authority. To achieve this, it shall consider the administrative cost of the selection process that the Authority will have to incur as an element of the market analysis, prior to the exercise of the renewal. On Contracts up to B/. 100,000.00, the administrative cost to be applied shall be B/. 4,000.00, and on those higher than B/ 100,000.00, the cost shall be B/ 9, DISCOUNT FOR PROMPT PAYMENT ON INVOICES SUBMITTED. 1. Having delivered and received acceptance of the goods or services that are the object of the contract, and the complete invoice, the Contractor may offer a discount for prompt payment and request in the corresponding invoice or by means of a written request addressed to the Accounts Receivable and Accounts Payable Section, Accounting Division, that payment be made before 30 calendar days. The Authority may approve the request provided it considers that the offered discount is advantageous. 13 Modified by Article 36 of Resolution No. ACP-AD-RM06-06 (February 10, 2006), effective February 25, Modified by Article 56 of Resolution No. AC -AD-RM08-11 (April 27, 2008) effective May 18, Page 11 of 81

12 FORM OF PAYMENT. The ACP will pay amounts due to Contractors under new or renewed contracts, according to instructions received from the Contractor as follows: 1. ACH payments to a local bank; 2. Electronic funds transfer (EFT) to a USA bank; 3. Bank transfer (SWIFT); 4. Other method established in the contract. In accordance with the selected payment method, the Contractor shall provide the following information to the ACP Contracting Officer: 1. ACH payment to a local bank: a. Name of the bank b. Name of the account c. Account number d. Type of account e. Route and transit number 2. Electronic funds transfer (EFT) to a USA bank: a. Name of the bank b. Name of the account c. Account number d. Type of account e. ABA / IBAN number 3. Bank transfer (SWIFT): a. Name of the bank b. Name of the account c. Account number d. Type of account e. SWIFT code 14 Modified February 10, Modified by Article 57 of Resolution No. ACP-AD-RM08-11 (April 18, 2018 effective May 18, Modified by Article 1 of Resolution No. ACP-AD- RM09-19 (22-Jul-2009), effective Aug 22, Modified by Article 1 of Resolution No. ACP- AD-RM (July 15, 2010), effective Oct 1, Modified by Article 1 of Resolution No. ACP-AD-RM11-54 (Nov 1, 2011), effective 1-Jan Modified by Article 1 of Resolution No. ACP-AD-RM17-15 dated May 8, Page 12 of 81

13 In all payment methods, the Contractor / Supplier will be responsible for the costs related to the local or international transfer of funds, as well as for any correspondent bank fees or charges or costs associated to procedures or for financial or banking intermediation in the sending of funds in United States dollars or any other currency in which the payment of the service has been contracted. The Contractor accepts and will take into account that, as a consequence of previously mentioned, the intermediary banks or his bank can make debits or charges to the amount paid by the ACP. The ACP will be responsible for payment of the amount of the duly accepted invoice, so any amount charged or discounted from that amount by the intermediary banks or beneficiaries will be borne by the Contractor / Supplier. The ACP is not and shall not be responsible for any charge or cost that results from the implementation of the payment method selected by the Contractor / Supplier. The Contractor will be responsible for any additional costs incurred as a result of providing incorrect payment instructions. This additional cost will be deducted from the payment. The Contractor is responsible for notifying the Contracting Officer of all and any changes in the payment instructions. This clause does not apply to contracts that include a different payment method, in accordance with any special condition of the ACP ASSIGNMENT OF PAYMENTS 1. An assignment of payments is a proceeding by which the Authority accepts the Contractor s request to assign payments due him for the performance of a contract to a financial or government institution. 2. The assignment of payments shall only be made for the total of all payments to be issued under the respective contract. 3. This procedure cedes to the financial or government institution all future payments under a contract, and is independent of the amount stated in the assignment contract. 4. The Authority will make the assigned payments only to one financial or government institution. 15 Modified by Article 37 of Resolution No. ACP-AD-RM06-06 (February 10, 2006), effective February 25, Modified by Article 1 of Resolution No. ACP-AD-RM17-42 of December 15, Page 13 of 81

14 5. The financial institution, as the interested party for the payment shall submit its valid national tax and Social Security clearance certificates for the payment processing. 6. After acceptance of the assignment documentation, the Contractor or interested party shall note on the face of all invoices submitted the following phrase: Invoice corresponds contract subject to an Assignment of Payments. 7. For the assignment of payments to be accepted by the Authority, the Contractor shall submit the following documents for approval by the Authority: a. The Assignment of Payments Contract between the Contractor (Assignor), and the financial institution (Assignee). The assignment Contract must contain the following information: i. The number of the contract wherein the payments are being assigned. ii. A statement to the effect that the assignment covers all the payments to be issued under the contract or of the iii. remaining funds if payments have already been made. A statement to the effect that the parties to the Assignment Contract (Assignor and Assignee) release the Panama Canal Authority of any liability arising from such assignment. b. Authorization by the Assignor s Board of Directors to make the assignment. c. A letter to the Contracting Officer requesting the assignment. The Assignor s authorized representative must sign the letter. d. Certificates from the Public Registry (or equivalent in the case of foreign companies) of the Assignor and Assignee. e. Authorization from the surety or guarantor of the contract. f. Copies of the identification cards of the legal representatives or individuals authorized to sign for the Assignor and Assignee. In case these persons are not local residents, copies of any other personal identification documents acceptable to the parties. g. Valid national tax and Social Security clearance certificates of the financial institution and Assignor. 8. The following requirements apply to assignment of payments to a government institution: a. A letter, signed by the legal representative of the Contractor requesting that payments be made to a respective government institution, with acceptance of payments from the government institution. b. Authorization by the Assignor s Board of Directors to make the assignment. c. Certificates from the Public Registry of the Assignor. d. Authorization from the surety or guarantor of the contract. e. Copy of the identification card of the legal representative of the Assignor. Page 14 of 81

15 In all assignments duly approved by the Authority, in his capacity as Assignor, the Contractor must cover and be responsible for the administrative cost charged by the Authority for managing this assignment. The amount of this cost is equivalent to the amount of B/ (six hundred thirty balboas), and will be automatically deducted by the Authority from the assigned amount, with the first payment to be made in favor of the Assignor. The assignments of payments to government institutions do not include the processing charge for said assignment ADMINISTRATIVE TERMINATION OF THE CONTRACT BY UNILATERAL DECISION OF THE AUTORIDAD. 1. The Authority reserves the unilateral right to partially or totally terminate the performance of the Contract. The Contracting Officer shall notify the Contractor in writing of the Contract termination, specifying the reasons, the dates and extent of the termination. 2. Upon being notified of termination of the Contract, the Contractor shall: a. Immediately stop all the work that he or his Subcontractors are performing; b. Continue to perform any portion of the Contract that has not been terminated. c. Secure and protect all property of the Authority; d. Remove from the work site, if any; all temporary facilities and equipment that are his property and that have not been incorporated to the work, as long as he has the Contratcting Officer s approval and such removal does not cause, in the Authority s decision, any damage to Authority s property, or to the work and/or the facilities already built; e. Transfer title and deliver to the Authority any manufactured articles, supplies, material, drawings, designs, and any other information that, had the Contract been completed, would become property of the Authority; f. Make attempts to dispose of any manufactured article, supplies, material, or product of the Contract that is not required by the Authority, as long as the Contracting Officer provides his approval. 3. In case of termination of the Contract due to the unilateral decision of the Authority, the Contractor shall have the right to be reimbursed 16 Modified by Article 12 of Resolution No. ACP-AD-RM03-26 (June 25, 2003), effective July 7, Page 15 of 81

16 those direct costs related to the work which was accomplished, and for preparatory work performed on the uncompleted portion of work, as long as these costs were necessary and reasonably incurred and objective evidence of such costs has been provided. 4. The Contractor may also be compensated for indirect costs, up to a maximum of ten (10) percent of the direct costs of the work accomplished. 5. The Authority will not compensate any additional administrative expenses for any other reason nor use any other method to estimate that expense. 6. A profit rate of five (5) percent will be recognized on direct and indirect expenses incurred on the completed work. 7. No profit shall be recognized if it is estimated that the Contractor would have suffered losses, had the Contract been completed. 8. The amount that the Authority shall pay the Contractor as a result of termination of the Contract shall not be more than the total amount of the Contract. 9. In case of discrepancies regarding the termination of the Contract, these may be resolved using the resolution of claims clause PENALTY FOR CONTRACT DEFAULT. 1. The Contractor whose Contract has been terminated for causes attributable to the Contractor shall not be able to receive awards as penalty for defaulting on a Contract for a period of: a. Twelve months, when the Contract amount is greater than B/ 100, b. Three months, when the Contract amount is B/.100, or less. 2. The term of suspension beginning on the date of the suspension is notified in Internet. 3. If the Contractor, upon being sanctioned, is already serving a previous sanction period, the new period shall start at the end of the previous one. 4. The sanction is subject to the administrative recourse of appeal to the Manager of the Projects Administration and Contracts Division. The appeal shall be filed within five work days beginning on the date of notification in the Internet. 5. For the appeal to be admitted the appellant shall be legally able to appeal, the resolution shall be susceptible to appeal recourse and shall be timely submitted within the corresponding term. 6. If the appeal is admitted, the Manager of the Manager of the Projects Administration and Contracts Division will notify in writing the appellant of the admission, who will have five (5) work days, beginning on the notification date, to substantiate its intention and present the evidence. 17 Modified by Article 38 of Resolution No. ACP-AD-RM06-06 (February 10, 2006), effective February 25, Page 16 of 81

17 7. The appeal decision shall be rendered by the Manager of the Projects Administration and Contracts Division within a term no later than fifteen (15) work days beginning on the date in which the appeal file was completed with the appellant s intention and evidence. 8. The resolution of the appeal by the Manager of the Project Administration and Contracts exhausts the administrative proceeding ESTIMATED QUANTITY CONTRACTS. Contracts for estimated quantities The contracts for estimated quantities are contracts in which the Authority arranges to acquire goods, services or works from a specific Contractor, at a predetermined fixed unit price, in total or partial variable amounts, depending on the needs of the Autoridad. In contracts for estimated quantities, the following rules will apply: 1. In the tender document will be included, in addition to the terms, conditions and clauses applicable to the Contract, estimates of quantity of goods, services or works subject to the Contract, a fixed unit price for each of said goods, services or works and the validity of the Contract. 2. The total quantities indicated in the tender document are estimated and do not commit the Autoridad to order them, unless otherwise indicated or a minimum quantity is identified, which the Authority would be obliged to acquire. 3. The obligation to deliver a specific amount of goods, provide a service or execute a work, shall be perfected by issuing a purchase / delivery order issued by the Autoridad, whenever it needs the goods, service or work ordered. Each purchase / delivery order will establish the respective delivery terms for the goods, services or works covered by it. 4. The purchase / delivery order will include, in addition, the place of delivery of the goods or provision of services or works and the employee of the Authority responsible for the inspection and acceptance thereof. 5. The purchase / delivery orders issued this way will be subject to the terms, conditions and clauses of the tender document. In case of discrepancies between the specific purchase order and the provisions of the tender document, the latter shall prevail. 6. If the Authority requires the urgent delivery or execution of goods, services or works in shorter and different from those stipulated in the purchase order and the Contractor is unable to accept the order in accordance with the terms, conditions and delivery terms of the same, the Authority may acquire such goods, services or works by other means. 7. The fixed unit prices agreed at the time of awarding the Contract may Page 17 of 81

18 not be increased during the term of the Contract, unless the Contract expressly stipulates otherwise. The Contractor undertakes to deliver the ordered goods at the agreed price and within the term indicated in the purchase order in question. 8. Upon the delivery to the satisfaction of the Authority of the goods or the execution of the service or of the work covered by each purchase / delivery order, the Contractor shall be entitled to the corresponding payment for said amounts executed at the agreed fixed unit price. For this, the Contractor must comply with the provisions of Clauses , , and , as applicable. 9. The purchase / delivery orders issued during the term of the Contract, which could not have been executed during the same term, will be completed according to the term indicated in the purchase / delivery order. The rights and obligations of the parties arising from the Contract will be extended in these cases, until the delivery deadline stated in the purchase / delivery order. 10. Orders issued during the term of the Contract and not completed during said term, shall be completed according to the time limit expressed in the order. The rights and obligations of the parties arising from the Contract shall extend up to the date of delivery shown on the order. 11. The place of delivery of the goods or services shall be stated on the order, if different from that stated in the Contract, as well as the employee of the Authority responsible for the inspection and acceptance. 12. The Contractor shall submit the corresponding invoice at the time of delivery of the goods and services to the employee of the Authority identified in the previous paragraph so that he may verify that the delivery and quality of these goods or services conform to the conditions agreed to in the Contract and he shall issue his consent so that payment may follow. 13. Once the requirements stated in the previous paragraph have been complied with, the Contractor shall submit his invoice, together with the Page 18 of 81

19 verification and document of consent, to the Accounts Receivable and Accounts Payable Section of the Authority AGREEMENTS BASED ON PRICE LISTS. The parties to an agreement based on price lists are the Panama Canal Authority ( AUTORIDAD ) and the SUBSCRIBER or SUBSCRIBERS. 1. When the AUTORIDAD requires the supply of goods and services shown on the price list on the first part of this agreement, the AUTORIDAD binds itself to purchasing these from the SUBSCRIBER or SUBSCRIBERS during the period of the agreement 2. The quantities indicated on the price list are estimated and do not obligate the AUTORIDAD to order these from the SUBSCRIBER or SUBSCRIBERS. 3. The existing agreement based on price lists is not a contract. The contractual relationship is established with the issuance of the purchase order by the AUTORIDAD, and acceptance of it by the SUBSCRIBER, who shall have a period of three (3) work days, beginning on the date on which the purchase order is sent, to inform of its acceptance or rejection. 4. If there is more than one SUBSCRIBER for the goods or service requested, the AUTORIDAD will verify the list of SUBSCRIBERS in the Infored and will issue the respective purchase order for the SUBSCRIBER with the lower amount ordered. 5. When none of the SUBSCRIBERS are able to accept the purchase order in accordance with the terms and conditions of delivery, the AUTORIDAD may obtain the goods and services using any other means of tendering procedures. 6. The prices agreed to shall not be increased during the term of the agreement, unless the agreement expressly states the opposite. The SUBSCRIBER agrees to deliver the goods ordered at the prices and within the term agreed to. 7. Goods and services under the agreement will be acquired by the issuance of purchase by the administrative unit responsible for the purchase. Purchase orders are subject to the terms, conditions and clauses of the agreement. In case of discrepancies between the purchase order and the agreement, the agreement shall govern. 8. Purchase orders issued during the term of the agreement and not completed during said term shall be completed in accordance with the date of delivery shown on the order. The rights and obligations of the parties identified on the agreement shall extend up to the date of completion indicated on the order. 9. The purchase order shall describe the place of delivery of goods and services, and the employee of the AUTORIDAD responsible for the inspection and acceptance of these. 10. The Contractor shall submit a copy of the corresponding invoice at the moment of delivering the goods or rendering the services to the employee identified in the previous paragraph, so that he may verify Page 19 of 81

20 that the delivery and quality of the same correspond to the terms agreed in the Contract and that it issues its approval to proceed with the payment. 11. Once the requirement specified in the previous paragraph has been met, the Contractor will submit the invoice to the Central Invoice Receipt Office of the AUTORIDAD COPYRIGHTS AND PROPRIETARY INDUSTRIAL RIGHTS. (Applicability shall be described exclusively in the purchase order or contract.) The Contractor transfers solely to the Panama Canal Authority all copyrights and proprietary industrial rights over drawings, designs, models, manuals, reports, and other documents specified in the tender document, that have been produced by the Contractor, in the performance of this Contract. The Authority shall have the exclusive right to carry out or authorize modifications, arrangements, and transformations on these; to publicly divulge them; to reproduce them; to register them as its own; to promote or market them; and use them in any manner CONTRACT WITH A FOREIGN PUBLIC ENTITY. A contract for technical services with a foreign public entity, with which an agreement exists for this purpose, shall incorporate the terms and conditions of said agreement FIXED PRICE CONTRACT The prices established in the Contract are fixed, and shall not be subject to any price adjustment, except those pursuant to the provisions established by this standard clause tender. Contractors are responsible for including in their prices all direct or indirect costs, expenses, and utilities required for the performance of the contracted works and/or the rendering of services object of the Contract CONTRACT PRICE BREAKDOWN. (For construction contracts). 18 Modified by Article 1 of Resolution No. ACP-AD-RM16-24 of August 2, Modified by Article 2 of Resolution No. ACP-AD-RM16-24 of August 2, Page 20 of 81

21 Within the first ten (10) calendar days after perfecting of the Contract a n d /or as required by the Contracting Officer, the Contractor shall submit, for his approval, a detailed price breakdown of his proposal. The Contracting Officer may request the Contractor to provide supplementary, partial or total price breakdowns. The submitted price breakdowns shall include adequate and sufficient cost details so that cost allocation may be easily identified within the activities and tasks. The Authority reserves the right to request adjustments to the proposed breakdown in the cases where the price breakdown or the cost details are not consistent with the activities or tasks. Payments to the Contractor will be based on the price breakdowns approved by the Contracting Officer PHYSICAL CONDITIONS DIFFERENT FROM THOSE CONTRACTED. (For construction contracts). 1. The Contractor shall immediately notify the Contracting Officer in writing when he finds any of the following conditions at the work site, before such conditions are disturbed: a. Subsurface conditions that differ considerably from those indicated in the Contract ; or b. Unknown or unusual conditions at the work site that differ considerably from those generally found on work of the type contracted. 2. The Contracting Officer shall immediately investigate the condition reported upon notification from the Contractor. If the condition differs considerably from that contracted and causes an increase or decrease in the price offered or in the length of time established for completing any portion of execution of the work shall be agreed with the Contractor. The compensations and / or payments and time extensions that arise, by virtue of the provisions of this clause, will be documented through amendments to the Contract. 3. No adjustment to the Contract shall be made if the Contractor does not provide the required written notice. 4. No adjustment to the Contract shall be made for physical conditions differing from those contracted after final payment has been made on the Contract MATERIALS AND LABOR. (For construction contracts). 1. The equipment, materials, and articles to be incorporated into the work shall be new, of the best quality, and adequate for their intended bonds use, unless otherwise specified in the Contract. Any reference in the specifications concerning equipment, materials, items, or patented processes by trade name, manufacturer, or catalog number is for the purpose of establishing a standard of Page 21 of 81